cfield

  "In case anything goes wrong, call me so that I can see the end of my career."

The uncertainty inherent in the universe we understand today and in all human endeavors is difficult to contend with in code.

In the main, contracts serve to reduce uncertainty and to attempt to manage uncertainty that can't or shouldn't be reduced. Of necessity, contract law has developed a myriad of principles and rules in service of this aim. However, these principles and rules are themselves predominantly characterized by uncertainty. See, for example, the implied covenant of good faith and fair dealing.[0]

Humility — and a corollary respect for our ancestors — is a defining characteristic of my own study of the law.

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Assuming this aspect of Belgium contract law sufficiently resembles its US counterpart, the interpretation of variants of "reasonable efforts" is a rabbit hole with few rivals. In the book written by a leading authority on US contract drafting[1], the topic commands its own chapter:

  Chapter 8 Reasonable Efforts and Its Variants

[0] per sections 18.4 and 18.5 of the AstraZeneca/EU contract linked to here

Here are a few that illustrate common imprecision in language.[0]

Conjunctive/Disjunctive Canon. And joins a conjunctive list, or a disjunctive list—but with negatives, plurals, and various specific wordings there are nuances.

Last-Antecedent Canon. A pronoun, relative pronoun, or demonstrative adjective generally refers to the nearest reasonable antecedent.

Series-Qualifier Canon. When there is a straightforward, parallel construction that involves all nouns or verbs in a series, a prepositive or postpositive modifier normally applies to the entire series.

Nearest-Reasonable-Referent Canon. When the syntax involves something other than a parallel series of nouns or verbs, a prepositive or postpositive modifier normally applies only to the nearest reasonable referent.

Proviso Canon. A proviso conditions the principal matter that it qualifies—almost always the matter immediately preceding.

General/Specific Canon. If there is a conflict between a general provision and a specific provision, the specific provision prevails (generalia specialibus non derogant).

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Or perhaps not.[0]

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